Terms of Service

These Terms of Service (“Terms”) are an agreement between Synk Corp (“Synk”, “we”, “us”), of Kathmandu, Nepal, and you (“you” or the “Client”). They apply when you use our website at www.synkcorp.com (the “Website”) and when you hire us for any service.

By using the Website, accepting a proposal, paying an invoice or asking us to start work, you agree to these Terms. If you accept on behalf of a company or organisation, you confirm that you are authorised to bind it.

Our services are provided to businesses and professionals. Where a consumer protection law gives you rights that cannot be excluded, nothing in these Terms takes those rights away.

• Services: the work we agree to do for you, such as design, website and mobile app development, e-commerce and billing systems, AI and chatbot development, automation, hosting, maintenance, support and consulting.
• Proposal: a quotation, proposal, statement of work or project agreement that describes the scope, price, milestones and timeline of a project, including later approved change requests.
• Deliverables: the designs, source code, apps, documents and other work we create specifically for you under a Proposal.
• Client Materials: content, data, logos, images, text, credentials and other materials you provide to us.
• Synk Tools: our pre-existing or independently developed code, libraries, templates, components, frameworks, know-how and processes.
• Third-Party Services: products and services we do not own, such as hosting, domains, app stores, payment gateways, APIs, open-source software and AI models.

You may use the Website for lawful purposes only. You must not:

• attempt to gain unauthorised access to the Website, its servers or any connected system;
• disrupt the Website, including by sending spam, malware or excessive automated requests;
• submit false information or impersonate another person through our forms;
• copy or reuse our content, branding, case studies or designs for commercial purposes without our written permission.

Information on the Website, including prices, timelines and descriptions of services, is general and does not form an offer. Only a Proposal sets out what we will deliver. Client projects shown on the Website belong to their respective owners and are shown with their permission.

Unless a Proposal says otherwise, our quotations are valid for 30 days. A project starts when you accept the Proposal (in writing, including by email or message) and we receive any advance payment it requires.

These Terms apply to every Proposal. If there is a conflict, this order applies: (a) a signed project agreement, (b) the Proposal, and (c) these Terms. Any terms in your purchase orders or forms do not apply unless we agree to them in writing.

• Advance and milestones. Unless the Proposal says otherwise, we invoice 50% of the project fee in advance and the rest in milestones, with the final payment due before launch or handover.
• Due date. Invoices are payable within 7 days of issue, unless the invoice states another date.
• Currency and taxes. Prices for clients in Nepal are in Nepalese Rupees (NPR) and are exclusive of VAT and other applicable taxes, which are added to the invoice. Prices for international clients are in the currency stated in the Proposal. Bank, transfer and currency conversion charges are paid by the Client.
• Third-Party costs. Costs of Third-Party Services, such as hosting, domains, app store developer accounts, paid APIs, SMS and AI model usage, are paid by the Client directly or reimbursed to us, unless the Proposal includes them.
• Late payment. If an invoice is unpaid 7 days after its due date, we may pause work, withhold Deliverables and suspend hosting or maintenance after giving you written notice. Timelines move by the length of the pause. We may also charge reasonable costs of recovering overdue amounts.
• Recurring services. Hosting, maintenance and support plans are billed in advance for each period and renew automatically until cancelled under Ending a project.

We deliver what the Proposal describes. Anything else, such as new features, extra pages or screens, additional revision rounds, new integrations or significant design changes after approval, is a change request.

For each change request we will tell you the extra cost and the effect on the timeline. We start the change only after you approve it in writing. Unless the Proposal says otherwise, each design stage includes two rounds of revisions.

To keep the project on schedule, you agree to:

• name one contact person who can give feedback and approvals for you;
• provide Client Materials, access and accounts we need on time and in a usable form;
• review work and send consolidated feedback within 5 business days of each request;
• make sure Client Materials are accurate, lawful and that you have the right to use them;
• comply with laws that apply to your business and product, including privacy, consumer protection, e-commerce, tax and advertising laws.

Delays in feedback, materials or payment move the timeline. If a project is on hold for more than 30 days because we are waiting on you, we may close it and invoice for the work done to that point. We can restart it later, subject to our availability and a revised schedule.

When a milestone or the final Deliverable is ready, we will make it available for you to test. You have 7 business days to test it and report any failure to match the Proposal, with enough detail for us to reproduce it. We will fix reported issues within a reasonable time and resubmit them.

A Deliverable is accepted when the first of these happens:

• you confirm acceptance in writing;
• 7 business days pass without a report of a material defect;
• you publish it, launch it or use it in your business.

Minor issues that do not stop the Deliverable from working do not prevent acceptance and are fixed under the warranty.

For 30 days after acceptance of the final Deliverable, we will fix, free of charge, defects that cause it not to work as described in the Proposal.

The warranty does not cover issues caused by:

• changes made by you or anyone other than Synk;
• updates, outages or policy changes of Third-Party Services, operating systems, browsers or devices released after delivery;
• misuse, unsupported environments or hosting we do not manage;
• new features or changes in requirements.

Support after the warranty period, including updates, security patches, content changes and compatibility with new operating system versions, is provided under a separate maintenance plan or at our current rates.

What you own

When you have paid all fees for a project in full, ownership of the custom Deliverables made for you, including the source code written specifically for your project, transfers to you. Until then, we own them and you may use them only for review and testing.

What we keep

We keep ownership of Synk Tools. Where Synk Tools are included in a Deliverable, we give you a perpetual, worldwide, non-exclusive, royalty-free licence to use, modify and run them as part of that Deliverable. You may not resell or license Synk Tools separately from the Deliverable.

Open-source and third-party components

Deliverables may include open-source software, fonts, icons, stock images and other third-party components. These remain subject to their own licences, which we will identify on request, and are not transferred to you by Synk.

Client Materials

You keep ownership of Client Materials. You give us permission to use them only to provide the Services. You confirm that you have the rights to everything you give us and that our use of it as instructed will not infringe anyone else’s rights.

Many projects depend on Third-Party Services, such as Google Play and the Apple App Store, eSewa, Khalti, Fonepay and banks, hosting providers such as Amazon Web Services and DigitalOcean, domain registrars, Meta and WhatsApp, and AI model providers. Their own terms, prices and policies apply.

• We do not control these services and cannot guarantee their availability, pricing, approval decisions (such as app store review or payment gateway onboarding), or future changes.
• Wherever possible, accounts for your project (domains, hosting, app store and payment accounts) should be registered in your name. If we register them for you, we hold them on your behalf and transfer them to you once all fees are paid.
• We are not responsible for loss caused by an outage, suspension or change in a Third-Party Service.

AI systems, chatbots and automations we build use statistical models. Their outputs can be inaccurate, incomplete or inappropriate, and can change when the model provider updates its model. Because of this:

• we do not guarantee that any AI output is correct or suitable for a particular purpose;
• you are responsible for reviewing AI outputs and for keeping a person involved in decisions that have legal, financial, medical or similarly serious effects;
• you are responsible for the content your AI features publish to your customers, and for telling users where they are talking to an AI;
• usage-based costs charged by AI model providers are paid by you unless the Proposal says otherwise.

If we manage hosting or domains for you, we will take reasonable steps to keep them running, secure and backed up, but we do not guarantee uninterrupted service. You are responsible for renewing domains and services that are registered in your name.

If you move to another provider, we will hand over the source code, files, database exports and account access we hold for you, as long as all fees have been paid. Handover work beyond a standard export is charged at our current rates.

Each of us will keep the other’s non-public business, technical and financial information confidential, use it only for the project, and share it only with people who need it and who are bound by confidentiality duties. This obligation continues for 3 years after the project ends, and indefinitely for credentials, trade secrets and personal data.

It does not cover information that is or becomes public through no fault of the receiving party, was already known to it, is received lawfully from someone else, or must be disclosed by law or a court order (with notice to the other party where allowed). We are happy to sign a separate non-disclosure agreement.

Our Privacy Policy explains how we handle personal information. Where we process personal data on your behalf, we act on your instructions as described in its section “Data we process for our clients”, and you are responsible for having a lawful basis, the necessary consents and a privacy policy for your users.

After launch, we may show the Deliverables, your name and logo, and a description of our work in our portfolio, website, proposals and social media. We will never disclose your confidential information. If you do not want your project shown, tell us in writing before launch and we will respect that.

During a project and for 12 months after it ends, neither of us will directly hire or engage, as an employee or contractor, any member of the other’s team who worked on the project, without the other’s written agreement. Responses to general public job advertisements are not covered.

Apart from the commitments expressly made in these Terms and the Proposal, the Website and Services are provided “as is”. To the extent permitted by law, we make no other warranties, including that the Deliverables will be error-free or uninterrupted, or that they will achieve particular business results such as search rankings, sales, downloads or app store approval.

To the extent permitted by law:

• neither of us is liable for indirect or consequential loss, or for loss of profits, revenue, business, goodwill or data, even if it was foreseeable;
• our total liability arising from or related to a project is limited to the fees you paid us for that project in the 12 months before the event that caused the claim;
• you are responsible for keeping your own backups of content and data, except where we have agreed in writing to provide backups.

Nothing in these Terms limits liability for fraud, wilful misconduct, your payment obligations, or any liability that cannot be limited under applicable law.

You will compensate Synk for losses, damages and reasonable legal costs arising from a third-party claim that Client Materials infringe someone’s rights, or that your product, content or business breaks the law, provided we notify you promptly and cooperate in the defence. We will do the same for a third-party claim that a custom Deliverable we wrote (not Client Materials or Third-Party components) infringes that party’s intellectual property rights.

• Either of us may end a project for convenience with 15 days’ written notice.
• Either of us may end a project immediately by written notice if the other materially breaches these Terms or the Proposal and does not fix the breach within 15 days of being told about it, or becomes insolvent.
• Recurring hosting, maintenance and support plans may be cancelled with 30 days’ written notice before the next billing period.

Payments and refunds when a project ends

You pay for all work completed up to the end date and for any Third-Party costs we cannot cancel. The advance is applied to this amount. Any part of the advance that exceeds the value of work completed is refunded within 30 days, unless we ended the project for your breach. Fees for work already delivered and accepted are not refundable.

Once these amounts are paid, we will hand over the work completed to date. Sections on payment, intellectual property, confidentiality, liability, indemnity and disputes continue to apply after a project ends.

Neither of us is responsible for delay or failure caused by events beyond reasonable control, such as natural disasters, earthquakes, floods, epidemics, strikes and bandhs, government action, war or civil unrest, nationwide internet or power outages, or major failures of Third-Party Services. The affected party will tell the other promptly, and timelines move accordingly. If such an event continues for more than 60 days, either of us may end the project under Ending a project.

We may agree, approve and communicate electronically. Under Nepal’s Electronic Transactions Act, 2063 (2008), acceptances, approvals, change requests and notices sent by email, or by WhatsApp or another agreed messaging channel from the nominated contact person, count as “in writing” and are binding. Electronic signatures are valid.

Formal notices of breach, termination or a dispute must be sent by email to the addresses in the Proposal (for us, info@synkcorp.com). We each may keep and rely on records of our communications as evidence of what was agreed.

These Terms and every Proposal are governed by the laws of Nepal, including the Muluki Civil Code, 2074 (2017), unless a signed project agreement chooses another law.

1. Talk first. If a dispute arises, either of us may give written notice of it, and senior representatives of both parties will try in good faith to resolve it within 30 days.
2. Mediation. If that fails, we may agree to try mediation in Kathmandu before going further.
3. Arbitration. Any dispute not resolved within 60 days of the first notice will be finally decided by arbitration in Kathmandu, Nepal, under the Arbitration Act, 2055 (1999), by a sole arbitrator agreed by both parties (or appointed under that Act if we cannot agree). The arbitration will be in English and the award will be final and binding.

Either of us may still apply to a competent court in Kathmandu for urgent interim relief, for example to protect confidential information or intellectual property, or to recover undisputed unpaid invoices.

• Entire agreement. These Terms and the Proposal are the whole agreement for a project and replace earlier discussions about it.
• Independent parties. We work as an independent contractor. Nothing creates a partnership, employment or agency relationship.
• Subcontractors. We may use trusted subcontractors, and we remain responsible for their work.
• Assignment. Neither of us may transfer our rights or obligations without the other’s written consent, except as part of a merger or sale of the business.
• Severability. If a court or arbitrator finds part of these Terms unenforceable, the rest continues to apply.
• No waiver. Not enforcing a right straight away does not mean giving it up.
• Language. If these Terms are translated, the English version prevails.

We may update these Terms from time to time. The date at the top shows the latest version. Changes apply to Website use from the date they are published, and to new Proposals accepted after that date. A project already in progress continues under the Terms in force when its Proposal was accepted, unless we both agree otherwise.

Synk Corp
Baneshwor, Kathmandu 44600, Nepal
Email: info@synkcorp.com
Phone and WhatsApp: +977 9851363489